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Previous: GENERAL HOST CORP, 10-Q, 1996-12-18 |
Next: GENCORP INC, SC 13D/A, 1996-12-18 |
<PAGE> 1
- --------------------------------------------------------------------------------
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
- --------------------------------------------------------------------------------
(Name of Issuer)
NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
- --------------------------------------------------------------------------------
Translation of Name of Issuer Into English
CLASS D COMMON SHARES, NOMINAL VALUE Bs. 36.90182224915 PER SHARE
(the "Class D Shares") AMERICAN DEPOSITARY SHARES EACH
REPRESENTING SEVEN CLASS D SHARES (the "ADSs")
- --------------------------------------------------------------------------------
(Title of Class of Securities)
P3055Q103 (Class D Shares); 204421101 (ADSs)
--------------------------------------------
(CUSIP Number)
Marianne Drost, One Stamford Forum, Stamford, Connecticut 06904
Tel: (203) 965-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 16, 1996
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. P3055Q103 (CLASS D SHARES); PAGE 2
204421101 (ADSs)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GTE Venezuela Incorporated
I.R.S. Identification No. 13-3634506
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
7 SOLE VOTING POWER
Class D Shares: 52,759,000
NUMBER OF ADSs: 7,537,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Class D Shares: None
EACH ADSs: None
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
Class D Shares. 52,759,000
ADSs: 7,537,000
10 SHARED DISPOSITIVE POWER
Class D Shares: None
ADSs: None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class D Shares. 52,759,000
ADSs: 7,537,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class D Shares: 15.1%
ADSs: 15.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 3
SCHEDULE 13D
CUSIP NO. P3055Q103 (CLASS D SHARES); PAGE 3
204421101 (ADSs)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GTE Corporation
I.R.S. Identification No. 13-1678633
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
7 SOLE VOTING POWER
Class D Shares: 52,759,000
NUMBER OF ADSs: 7,537,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Class D Shares: None
EACH ADSs: None
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
Class D Shares: 52,759,000
ADSs: 7,537,000
10 SHARED DISPOSITIVE POWER
Class D Shares: None
ADSs: None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class D Shares: 52,759,000
ADSs: 7,537,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class D Shares: 15.1%
ADSs: 15.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 4
4
The following is an amendment to the Statement on Schedule 13D
(the "Schedule 13D"), filed by GTE Corporation and GTE Venezuela Incorporated on
December 9, 1996 in connection with the purchase by GTE Venezuela Incorporated
of American Depositary Shares each representing seven Class D Shares nominal par
value Bs. 36.90182224915 of Compania Anonima Nacional Telefonos de Venezuela
(CANTV).
Item 1 of the Schedule 13D is amended in its entirety to read as follows:
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to 7,537,000 American
Depositary Shares (the "ADSs") each representing seven Class D Shares nominal
value Bs. 36.90182224915 per share (the "Class D Shares") of Compania Anonima
Nacional Telefonos de Venezuela (CANTV) (the "Issuer") owned beneficially by GTE
Corporation through its indirect wholly-owned subsidiary GTE Venezuela
Incorporated. CANTV has its principal executive offices at Edificio CANTV,
Primer Piso, Avenida Libertador, Caracas, Venezuela. The ADSs are evidenced by
American Depositary Receipts ("ADRs") issued under a Deposit Agreement dated as
of November 27, 1996 among CANTV, Citibank, N.A., as depositary (the
"Depositary"), and the holders and beneficial owners from time to time of ADRs
issued thereunder. The principal executive offices of the Depositary are 111
Wall Street, New York, New York 10005.
Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
GTE Corporation made capital contributions aggregating
approximately US$183,000,000 from its working capital to GTE International
which in turn made capital contributions to GTE Venezuela in the same aggregate
amount to enable GTE Venezuela to purchase the ADSs to which this Schedule 13D
relates.
Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons and GTE International beneficially own 7,537,000 ADSs
each representing seven Class D Shares. The Class D Shares represented by these
ADSs represent approximately 15.1% of the total number of outstanding Class D
Shares on December 10, 1996 (after taking into account the issuance of
5,100,000 ADSs, representing 35,700,000 Class D Shares, pursuant to the
exercise on that date of the Underwriters' option to purchase additional shares
to cover overallotments) or approximately 5.3% of the Issuer's total share
capitalization. To the best of the Reporting Persons' knowledge, none of the
persons listed in Schedule A hereto owns beneficially any Class D Shares or
ADSs representing Class D Shares, except as follows:
<PAGE> 5
5
<TABLE>
<CAPTION>
ADSs
NAME AND POSITION OWNED BENEFICIALLY % OF CLASS D SHARES REPRESENTED
- ----------------- ------------------ -------------------------------
<S> <C> <C>
Charles R. Lee, 11,000 *
Chairman, Chief
Executive Officer
and Chief Operating
Officer,
GTE Corporation;
Director,
GTE Corporation
Kent B. Foster, 1,000 *
President,
GTE Corporation;
Director,
GTE Corporation
Michael T. Masin 4,350 *
Vice Chairman and
President-
International,
GTE Corporation;
Director,
GTE Corporation
Robert C. Calafell, 2,000 *
Senior Vice
President-Corporate
Planning and
Development,
GTE Corporation
Armen Der 1,000 *
Marderosian, Senior
Vice President-
Technology and
Systems,
GTE Corporation
Dan J. Cohrs, 1,000 *
Treasurer,
GTE Corporation
John P.Z. Kent, Vice 500 *
President-Taxes,
GTE Corporation
James R. Barker, 8,100 *
Director,
GTE Corporation
Russell E. Palmer, 1,000 *
Director,
GTE Corporation
Bruce E. Haddad, 4,350 *
President,
GTE Venezuela
Alfred C. Giammarino, 2,000 *
Vice President-Finance and Planning
GTE Venezuela
</TABLE>
<PAGE> 6
6
<TABLE>
<S> <C> <C>
Andrew T. Jones, 4,000 *
Vice President,
GTE Venezuela
- ---------------
*Less than .1%.
</TABLE>
(b) The Reporting Persons and, to the best of the Reporting Persons'
knowledge, the persons listed in the above chart each has the sole power to vote
and the sole power to dispose of the ADSs and the Class D Shares represented
thereby as held by each of them.
(c) In the past sixty days from the date of this statement, the Reporting
Persons acquired ADSs each representing seven Class D Shares as follows:
<TABLE>
<CAPTION>
DATE OF ACQUISITION* NUMBER OF ADSs ACQUIRED TRADE DATE PRICE PER ADS PLACE AND MANNER OF ACQUISITION
- ------------------- ----------------------- ---------- ------------- -------------------------------
<S> <C> <C> <C> <C>
November 27, 1996 4,350,000 N.A. US$23.000 Purchase in initial public offering
November 27, 1996 188,000 November 22, 1996 25.125 Purchase in an open market
45,000 " 25.250 transaction effected on the New
36,000 " 25.375 York Stock Exchange
40,000 " 25.500 "
25,000 " 25.625 "
304,000 " 25.750 "
941,700 " 25.875 "
212,300 " 26.000 "
88,000 " 26.125 "
20,000 " 26.250 "
179,600 November 25, 1996 25.500 "
10,400 " 25.625 "
5,000 " 25.750 "
50,000 November 25, 1996 25.000 "
80,000 " 25.125 "
10,000 " 25.375 "
5,000 " 25.500 "
8,000 " 25.625 "
37,000 " 25.750 "
December 2, 1996 1,000 December 2, 1996 25.500 "
1,500 " 25.625 "
7,500 " 25.750 "
16,500 " 25.875 "
63,500 " 26.000 "
December 4, 1996 5,000 December 4, 1996 26.375 "
20,000 " 26.500 "
10,000 " 26.625 "
39,500 " 26.750 "
24,000 " 26.875 "
16,500 " 27.000 "
December 6, 1996 50,000 December 6, 1996 26.500 "
48,600 " 26.625 "
16,000 " 26.750 "
24,000 " 26.875 "
16,400 " 27.000 "
December 9, 1996 31,000 December 9, 1996 27.000 "
December 11, 1996 46,000 December 11, 1996 26.375 "
8,000 " 26.500 "
15,000 " 26.625 "
22,000 " 26.750 "
5,000 " 26.875 "
</TABLE>
<PAGE> 7
7
<TABLE>
<S> <C> <C> <C> <C>
December 12, 1996 50,000 December 12, 1996 26.000 "
30,000 " 26.125 "
34,000 " 26.250 "
15,000 " 26.375 "
15,000 " 26.500 "
10,000 " 26.625 "
31,000 " 26.750 "
December 13, 1996 8,000 December 13, 1996 25.875 "
93,000 " 26.000 "
12,000 " 26.125 "
December 16, 1996 5,000 December 16, 1996 26.250 "
62,000 " 26.375 "
15,000 " 26.500 "
December 17, 1996 17,400 December 17, 1996 26.500 "
17,600 " 26.625 "
</TABLE>
- --------------------------
*Later of November 27 (closing date for sale of shares in initial public
offering) or trade date.
In the past sixty days from the date of this statement, the persons listed
in paragraph (a) above acquired ADSs each representing seven Class D Shares as
follows:
<TABLE>
<CAPTION>
NAME OF PURCHASER DATE OF ACQUISITION* NUMBER OF ADSs TRADE DATE PRICE PER ADS PLACE AND MANNER OF ACQUISITION
- ----------------- ------------------- -------------- ---------- ------------- -------------------------------
<S> <C> <C> <C> <C> <C>
Charles R. Lee November 27, 1996 11,000 N.A. $23.00 Purchase in initial public offering
Kent B. Foster " 1,000 " " "
Michael T. Masin " 4,350 " " "
Robert C. Calafell " 2,000 " " "
Armen Der Marderosian " 1,000 " " "
Dan J. Cohrs " 1,000 " " "
John P.Z. Kent " 500 " " "
James R. Barker " 3,000 " " "
" 5,100 November 22, 1996 25.125 Purchase in an open market
transaction effected on the New York
Stock Exchange
Russell E. Palmer " 1,000 N.A. 23.00 Purchase in initial public offering
Bruce E. Haddad " 4,350 " " "
Alfred C. Giammarino " 2,000 " " "
Andrew T. Jones " 4,000 " " "
</TABLE>
- ------------------------
*Later of November 27 (closing date for sale of shares in initial public
offering) or trade date.
(d) Inapplicable.
(e) Inapplicable.
<PAGE> 8
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
GTE CORPORATION
Date: December 17, 1996 By: /s/ MARIANNE DROST
------------------
Marianne Drost, Secretary
GTE VENEZUELA INCORPORATED
Date: December 17, 1996 By: /s/ MARIANNE DROST
------------------
Marianne Drost, Secretary
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